2018 Revised Code of Washington
Title 23B - WASHINGTON BUSINESS CORPORATION ACT
23B.09 Corporate entities—Conversions.
23B.09.050 Effect of entity conversion.
RCW 23B.09.050 Effect of entity conversion.
(1) An entity that has been converted pursuant to this chapter is, for all purposes of the laws of the state of Washington, deemed to be the same entity that existed before the conversion and, unless otherwise agreed or as required under applicable non-Washington law, the converting entity is not required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion is not deemed to constitute a dissolution of the converting entity.
(2) When any conversion becomes effective under this chapter:
(a) The title to all real estate and other property, both tangible and intangible, owned by the converting entity remains vested in the surviving entity without reversion or impairment;
(b) All rights of creditors and all liens upon any property of the converting entity must be preserved unimpaired, and all debts, liabilities, and other obligations of the converting entity continue as obligations of the surviving entity, remain attached to the surviving entity, and may be enforced against it to the same extent as if the debts, liabilities, and other obligations had originally been incurred or contracted by it in its capacity as the surviving entity;
(c) An action or proceeding pending by or against the converting entity may be continued by or against the surviving entity as if the conversion had not occurred;
(d) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting entity remain vested in the surviving entity; and
(e) Except as otherwise provided in the plan of entity conversion, the terms and conditions of the plan of entity conversion take effect.
(3) When a conversion of a domestic corporation to a foreign other entity becomes effective, the surviving entity is deemed:
(a) To consent to the jurisdiction of the courts of this state to enforce any obligation owed by the converting entity, if before the conversion the converting entity was subject to suit in this state on the obligation;
(b) To consent to service of process pursuant to RCW 23.95.450 in a proceeding to enforce any obligation or the rights of dissenting shareholders of the domestic corporation in connection with the conversion; and
(c) To agree that it will promptly pay to the dissenting shareholders of the domestic corporation the amount, if any, to which they are entitled under chapter 23B.13 RCW.
[ 2015 c 176 § 2122; 2014 c 83 § 13.]
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.